Purchase Agreement

This Individual Game License Agreement (this “Agreement”) is made by and between you (“Licensee”) and Black Knight Sports and Entertainment LLC d/b/a the “Vegas Golden Knights” (“Licensor”), with an address of 1550 S. Pavilion Center Drive Las Vegas, NV 89135, as of the date of your signature (“Effective Date”). Licensee and Licensee’s guests’ use of the suite referenced below (the “Suite”) in T-Mobile Arena, located at 3780 Las Vegas Blvd. S., Las Vegas, NV 89158 (the “Arena”) is subject to the terms and conditions set forth below. Licensor and Licensee hereby agree as follows:

1. Definitions.

“Arena Owner” means Las Vegas Arena Owner, LLC (and its successors and assigns).

“Caterer” means the Arena’s food and beverage caterer or other purveyors of goods and services.

“Force Majeure Event” means a Preemption or any cause beyond the reasonable control of the party affected, including, without limitation, drought, flood, earthquake, storm, fire, lightning, power outage, war, riot, civil disturbance, sabotage, explosions, strikes, lock-outs or labor disputes (including strikes, lock-outs and disputes involving NHL players or referees), pandemics, epidemics, inability to procure materials, failure of electrical power or other utilities, the receipt of threats or information relating to imminent danger to the Arena or parts thereof and/or its occupants which is reported as about to be caused by explosives, inflammables or otherwise, the existence of hazardous waste, unforeseen subsurface conditions, a request by or directive from any governmental entity, the absence, suspension, termination, interruption, denial, or failure of renewal of, or the pendency of any litigation relating to, any entitlements or applicable permits or any changes in law.

“Indemnified Parties” means the Licensor, Arena Owner, the owners of the opposing NHL teams in each Game, the NHL, the Caterer, and any lender of the Licensor or Arena Owner, and their respective affiliates, officers, employees, partners, shareholders, members, contractors and agents.

“NHL” means the National Hockey League.

“Preemption” means the cancellation, postponement, rescheduling or relocation by the NHL or Licensor, in its/their sole discretion, of any Game for any reason, or the temporary or permanent modification or discontinuation of any aspect of the rules, operations and presentations of NHL games and events.

“Suite Area” means the area through which luxury suite licensees access the luxury suites and any other areas accessible to users of suites but not generally accessible to the public.

“Team” means the NHL franchise owned by Licensor and known as the “Vegas Golden Knights.”

“Tickets” means the suite tickets purchased by Licensee in connection with this Agreement for the suite (the “Suite”) and Game specified therein (the “Game”).

2. License. The Tickets are owned by Licensor, and, as a revocable license issued to Licensee, enable Licensee to enter the Arena on the day of the Game and to occupy the Suite for that Game. Licensor may cancel Licensee’s Tickets, in whole or in part, at any time for any reason or no reason whatsoever (including a termination of this Agreement pursuant to Section 5 below), and in such an event, Licensor will have no further obligation to Licensee, unless otherwise set forth herein. Licensee’s license to use the Suite for the Game shall be limited to the time period determined by Licensor in its sole discretion during which patrons are allowed to occupy suites during each Game, subject to early termination as set forth herein. This Agreement is merely a license to use the Suite and that no right, title or interest in or to the Suite or Arena is granted to or vested in or intended to be granted to or vested in the Licensee by virtue of this Agreement.

4. Fee; Taxes; Parking Passes. In consideration of the license granted hereunder, the right to receive Tickets to the Game(s) and parking passes for the Game(s), Licensee agrees to pay the license fee communicated to Licensee (the “License Fee”) by credit card, or such other payment method as the parties may agree, promptly upon execution of this Agreement. Licensee shall pay to Licensor or Arena Owner, or to such other person as may be applicable, any sales, privilege, rental, use, property or other taxes that may be assessed by a governmental agency as a consequence of this Agreement. Licensee shall receive an agreed upon number of parking passes for the Game, at no additional cost. Each parking pass entitles the holder of such pass to park, at the vehicle owner’s risk, a single non-commercial passenger vehicle within NY-NY parking garage. A parking pass does not guarantee any particular parking spot location, and the parking garage is subject to change as determined by Licensor or Arena Owner from time to time in their sole discretion. A parking pass shall not constitute a bailment and neither Arena Owner nor Licensor shall be deemed to have custody of the vehicle parked or responsibility for the contents thereof.

5. Use of Suite and Licensee’s Obligations.

5.1 Access to Suite. Licensee and its guests’ use of the Suite shall be limited to the Game. Licensee and its guests’ right of access to, and use of, the Suite shall be solely by presentation of Tickets issued by Licensor prior to each Game in the manner determined by Licensor. Licensee’s guests (collectively, the “guests”), and any person entering the Suite at a guest’s request, must present Tickets for the Suite to receive access to the Suite Area. Use of the Suite by Licensee and its guests is subject to the terms and conditions under which such Tickets are issued, which terms and conditions may be amended by Licensor from time to time in its discretion. The terms and conditions of any Ticket, including without limitation the terms printed on the back of the Ticket, the “Flash Seat” locator, or otherwise accompanying the delivery of the Ticket and any amendment to such terms from time to time, are incorporated herein as if fully set forth as part of this Agreement.

5.2 Ticket Administration. Licensee acknowledges and agrees that Tickets to the Game may be delivered by Licensor or its ticketing agent electronically via a digital application or by any other means chosen by Licensor or its ticketing agent. Licensee acknowledges that Tickets shall not be resold in the Arena or on property adjacent thereto. In the event that Licensee cannot use a Ticket to a Game and desires to sell such ticket, Licensee must do so by complying with the all applicable laws, including Clark County Municipal Code 12.38.020, and shall utilize only the services of Licensor’s authorized re­sale ticketing provider(s) to do so. Licensee, on its own behalf and on behalf of its guests, hereby expressly agrees (i) not to re-sell any parking passes issued to it under the Agreement and (ii) not to use Tickets for any form of commercial or trade purposes, including, but not limited to, advertising, promotions, contests or sweepstakes, without the express written consent of the Licensor and the NHL.

5.3 Suite Regulations. Licensee and its guests shall comply with (i) the Suite Regulations established by Licensor and the Arena Owner, as the same may be modified from time to time; (ii) all NHL rules, including any code of conduct established from time to time by Licensor and/or the NHL (“Fan Code of Conduct”); (iii) the terms and conditions found on the reverse side or accompanying the delivery of Tickets (collectively, the "Suite Regulations") and all present and future laws, ordinances, orders, rules and regulations of all duly constituted governmental authorities. Licensee is fully responsible for the character, actions, and conduct of all its guests, including its guests’ compliance with this Agreement, and each individual who holds any Ticket or parking pass issued to Licensee or otherwise admitted to the Suite with the consent of Licensee. Any violation of the Suite Regulations by Licensee or its guests shall constitute a default by Licensee of this Agreement. The Suite Regulations are incorporated herein as if fully set forth as part of this Agreement.

5.4 No Displays; No Alterations; Condition Upon Surrender. Licensee shall not be permitted to display, exhibit or construct any signage, artwork, equipment or other furnishings in or around, or make any form of alterations to, the Suite. At the end of each Game, Licensee shall surrender possession of the Suite to Licensor in its condition at the time of delivery to Licensee, normal wear and tear excepted. Licensee shall reimburse Licensor and Arena Owner, at Licensee’s expense, for the repair of any damage caused by Licensee or its guests to the Suite or other portions of the Arena. Licensee shall remove all personal property of Licensee and its guests from the Suite at the end of each Game. Any such property that remains in the Suite at the end of a Game will be deemed to be abandoned property.

5.5. Payment of Charges. Licensee further covenants and agrees to pay on a timely basis all charges and expenses relating to its use of the Suite. Licensee shall be solely responsible for the payment of charges for services furnished to Licensee and its guests by a Caterer and promptly shall pay to such Caterer all bills for food, alcoholic beverages and other items and services furnished or rendered by the Caterer, together with the applicable taxes billed, and any applicable charges for late payments.

5.6. No Outside Food or Beverages. Licensee agrees that neither it nor its guests will bring into the Arena, or possess in the Arena, food or beverages of any kind, except those provided by a Caterer, without the prior written approval of Licensor.

6. Default

6.1. Defaults by Licensee; Licensor’s Remedies. If Licensee (i) fails to pay the License Fee, or any other sums owed to Licensor, Arena Owner or a Caterer, when due and payable and such failure continues for five (5) business days after receipt of notice thereof; or (ii) Licensee defaults in the performance of any other covenant or obligation hereunder, Licensor may, at its option: (a) withhold distribution to Licensee of Tickets and/or parking passes to any Game until Licensee’s default is cured or, if such Tickets and/or parking passes have already been distributed to Licensee, deny Licensee and its guests access to the Suite until Licensee’s default is cured; and/or (b) terminate Licensee’s rights hereunder, in which case the right of Licensee to the use and possession of the Suite and all other rights or privileges of Licensee terminate without further notice, and Licensor may declare the entire unpaid balance of the License Fee, if any, immediately due and payable, whereupon Licensor shall have no further obligation of any kind to Licensee. Licensee shall remain obligated to make all payments due or becoming due under this Agreement (less any amounts actually received by Licensor from the relicensing of the Suite, if any).

6.2 Character of License. The availability of the remedies set forth in this Section, and the utilization thereof by Licensor or Arena Owner, shall not change the character of the rights or option to license created pursuant to this Agreement or be deemed to constitute this Agreement as a lease or the relationship between Licensor, Arena Owner and Licensee as a landlord-tenant relationship. It is hereby understood and agreed that this Agreement is merely a license to use the Suite and that no right, title or interest in or to the Suite or Arena is granted to or vested in or intended to be granted to or vested in the Licensee by virtue of this Agreement. Licensee acknowledges that all use of the Suite by Licensee shall be pursuant to this Agreement and that Licensee shall not by such use acquire any rights in or to the Suite or Arena by prescription, adverse possession or otherwise.

6.3. Cumulative Remedies. The foregoing remedies of Licensor shall be cumulative and not to the exclusion of any other right or remedy set forth herein or otherwise available to Licensor at law or in equity. No waiver by Licensor of any default or breach by Licensee hereunder shall be construed to be a waiver or release of any other or subsequent default or breach by Licensee hereunder, and no failure or delay by Licensor in the exercise of any remedy provided for herein shall be construed to constitute a forfeiture or waiver thereof or of any other right or remedy available to Licensor.

6.4. No Equitable Relief. Licensee shall not have the right to injunctive or other equitable relief with respect to any default by Licensor. Licensee shall be entitled to seek remedies at law with respect to any default by Licensor that remains uncured for a period of (i) thirty (30) days for a monetary default and (ii) ninety (90) days for a non-monetary default, following a notice thereof to Licensor, subject to the limitation that IN NO EVENT SHALL LICENSOR BE LIABLE FOR DAMAGES IN EXCESS OF THE LICENSE FEES PAID BY LICENSEE HEREUNDER FOR THE PRIOR TWELVE MONTHS FROM THE DATE OF LICENSEE’S CLAIM OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.

6.5 Waivers of Trial by Jury and Class Action Status. LICENSOR AND LICENSEE HEREBY WAIVE THEIR RIGHTS TO TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT ALLEGED AGAINST EACH OTHER; AND LICENSOR AND LICENSEE HEREBY WAIVE ANY RIGHTS TO PROCEED BY WAY OF A CLASS ACTION, TO SERVE IN ANY REPRESENTATIVE CAPACITY FOR OTHERS, AND TO ACT AS A PRIVATE ATTORNEY GENERAL IN ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF.

6.6 Subordination. This Agreement and the rights and interests of Licensee hereunder shall be subordinate and subject to that certain NHL Team Venue Contract, by and between Licensor and Arena Owner, dated as of July 15, 2016, as it may be amended, extended or assigned from time to time (the “Arena Lease”). If for any reason the Arena Lease is terminated, (i) this Agreement shall terminate as of such termination date and (ii) Licensee shall be entitled, as its sole and exclusive remedy, to receive a pro-rated reimbursement of the License Fee paid by Licensee with respect to any Game for which the Suite is not available after the effective date of such termination. This Agreement and the rights and interests of Licensee hereunder shall remain in all aspects subordinate to any and all present and future agreements and rules for the NHL.

7. Damage, Destruction and Other Occurrences. In the event that the Suite or any portion thereof is destroyed, damaged, or taken by eminent domain, the Licensor may, at its sole discretion, (i) relocate Licensee to another luxury suite that, in Licensor’s sole discretion, is comparable to the Suite or (ii) cause the damage to be repaired and the Suite to be restored to a condition approved by Licensor. If the Arena Owner elects not to so relocate the Suite or cause such repairs to be made, this Agreement shall terminate immediately upon written notice to Licensee of such election and the portion of the License Fee paid by Licensee attributable to the Game for which the Suite is unusable shall be refunded to Licensee.

8. Access to the Suite by Licensor and Other Parties. Licensor, Arena Owner and the Caterer and their respective contractors and agents shall be entitled to have access to the Suite on such occasions and to such extent as they, in their respective discretion, shall deem necessary or appropriate, including for the purpose of investigating any suspected violations of the provisions of this Agreement, and neither Licensee nor its guests shall restrict or impede such access.

9. Liability.

9.1. No Liability for Losses. None of the Indemnified Parties shall be liable or responsible for any loss, damage or injury (including death) to any person or property whatsoever in or around the Suite, the Suite Area, or the Arena (including any parking lot or garage facility) resulting from any cause whatsoever, including theft and vandalism, unless due to the willful misconduct of an Indemnified Party (in which event only the party which committed willful misconduct shall have such liability). In no event shall the Indemnified Parties be liable or responsible for any lost income or profits of Licensee or any other person or entity for any special or consequential damages. In any event, Licensee acknowledges that the Indemnified Parties, which for purposes of this sentence only shall not include Licensor, shall have no liability to Licensee for the performance or non-performance of any obligations of Licensor hereunder.

9.2. Indemnification by Licensee. Licensee shall indemnify, defend and hold the Indemnified Parties harmless from and against any and all liability or claimed liability, losses, claims, demands, costs and expenses (including reasonable attorneys’ fees and court costs) resulting from or in any way related to: (i) the negligent, unlawful or intentional acts or omissions of Licensee or its guests or (ii) any breach by Licensee of the provisions of this Agreement, including without limitation, conduct of its guests in contravention of the provisions of this Agreement. For avoidance of doubt, Licensee agrees to defend the Indemnified Parties with respect to all costs incurred by the Indemnified Parties to investigate or defend any such claims, including actual attorney’s fees.

9.3. ASSUMPTION OF RISK. LICENSEE AND ITS GUESTS ASSUME ALL RISKS AND DANGER INCIDENTAL TO THE GAME OF HOCKEY AND ALL OTHER SPORTING EVENTS AND OTHER ACTIVITIES AT THE ARENA, AND THE RISKS AND DANGERS PROXIMATELY CAUSED BY OTHER EVENTS AT THE ARENA, WHETHER OCCURRING PRIOR TO, DURING OR SUBSEQUENT TO, THE ACTUAL PLAYING OF THE GAME OR OTHER EVENT, AND AGREE THAT THE INDEMNIFIED PARTIES, PARTICIPANTS IN AND PROMOTERS OF OTHER ACTIVITIES, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, PARTNERS, SHAREHOLDERS, MEMBERS, CONTRACTORS, AND PLAYERS AND AGENTS ARE NOT LIABLE FOR INJURIES FROM SUCH CAUSES, INCLUDING SPECIFICALLY BUT NOT EXCLUSIVELY CLAIMS ARISING FROM OR RELATING TO THE NEGLIGENCE OF THE NHL.

9.4. Release and Waiver of Liability. In consideration for the license granted herein, Licensee and its guests, on their own behalf and on behalf of their Related Persons, hereby knowingly, voluntarily and irrevocably and forever release, waive, and discharge (and covenant not to sue), each and all of the Indemnified Parties from (or with respect to) any and all liability, lawsuits, causes of action and claims for damages, costs or expenses, whether past, present or future, and whether known or unknown, including those arising out of or in connection with death, personal injury, illness, disability, suffering of short-term or long-term health effects, or loss of or damage to property, which Licensee, Licensee’s guests or any Related Persons may have or hereafter accrue against any of the Indemnified Parties as a result of or that relate in any way to (i) Licensee’s or its guests’ attendance at the Arena and participation in activities at or related to the Game or other events; (ii) Licensee’s or its guests’ travel to or presence at the Arena for Games or other events; or (iii) any of the risks identified in this Agreement. Licensee and its guests understand that this release, waiver and covenant not to sue includes any Disease Claims based on the negligence, action or inaction of any of the Indemnified Parties and covers Disease Claims of any sort, whether suffered before, during or after the Game or other events. Licensee recognizes and agrees that this release and waiver of liability is a full, general and final release and waiver of all released Disease Claims as set forth herein.

10. Assignment; Third Party Beneficiary. Without Licensor’s prior written consent, which may be granted or withheld in Licensor’s sole discretion, Licensee shall not assign, transfer, sublicense, sell, mortgage, pledge or otherwise alienate its rights or obligations under this Agreement or the right to the use of the Suite (any such act or event hereinafter referred to as a “transfer”), whether by operation of law (including transfers to a personal representative upon death or incompetency) or otherwise. This Agreement and the rights of Licensor to the payment of the License Fee and other amounts payable hereunder are fully assignable by Licensor to any third party, and Licensee agrees to pay such third party directly upon delivery of written notice by Licensor. The Arena Owner and the Arena Owner’s affiliates shall be an intended third-party beneficiary of this Agreement.

11. Miscellaneous

11.1. Notices. All notices demands and other communications between the parties required or appropriate hereunder shall be in writing. All notices shall be sent to the designated recipients at the addresses set forth herein (or to such other addresses as the parties may designate in writing).

11.2. Force Majeure Event. Notwithstanding anything to the contrary contained in this Agreement, Licensor and Arena Owner shall not be responsible to Licensee or any of its guests, through a refund of payment or otherwise, for the termination, cancellation, postponement, rescheduling, interruption or non­performance of any Game or for the inability of Licensee or its guests to use the Suite or for the performance of any other obligation hereunder due to the occurrence of a Force Majeure Event, and Licensee hereby waives any claim for damages or compensation should a Force Majeure Event occur.

11.3. Governing Law. This Agreement is being delivered in and shall be performed in the State of Nevada and shall be construed and enforced in accordance with the laws of such state. Licensee irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in Las Vegas, Nevada over any suit, action, or proceeding arising out of this Agreement.

11.4. Authorized Representative. Licensor shall be entitled to rely conclusively on the authority of the Licensee’s undersigned authorized representative (“Authorized Representative”) to act in all matters on behalf of Licensee with respect to the Suite and this Agreement.

11.5. Entire Agreement. This Agreement contains the complete agreement of the parties with respect to the matters provided for herein and is not intended to be modified or limited in any way by any other written instrument or oral agreement previously made or entered into by the parties hereto. In the event of an alteration or amendment of this Agreement, the alteration or amendment shall be in writing, shall specifically refer to this Agreement and shall be signed by both parties in order for the same to be binding upon the parties.

11.6. Successors and Assigns. Subject to Section 10 above, this Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.

11.7. Severability. If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid or unenforceable provision were omitted and the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

11.8. Offset Rights. Without limiting any other of its available rights or remedies, Licensor may set-off any unpaid Fees or any other amounts owed by the Licensee pursuant to this Agreement against any amounts due and payable by Licensor to Licensee or its affiliates pursuant to this Agreement or any other agreement between Licensee or its affiliates, on the one hand, and Licensor, on the other hand.

11.9. Impartial Construction. The language in all parts of this Agreement shall be in all cases construed as a whole according to its fair meaning and not strictly for nor against either Licensor and/or Licensee.

11.10. Electronic Signatures. This Agreement may be executed by the manual or electronic signature of a party. The parties agree that the an electronic signature of a party included in this Agreement is intended to authenticate this writing and to have the same force and effect as manual signatures, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001 to 7031).

11.11. Use of Image. Licensee (and any user(s) of Licensee’s Tickets) grant permission to Licensor, Arena Owner, the Arena Operator and the NHL (and each of their respective designees and agents) to utilize the image, likeness, actions and statements of Licensee and Licensee’s guests in any live or recorded audio, video or photographic display or other transmission, exhibition, publication or reproduction made of or at the Game in any medium or context for any purpose, including commercial or promotional purposes, without further authorization or compensation.

11.12. Use of Personal Information. Licensor, the NHL and each of their respective affiliates have the right to use Licensee’s personal information (a) for the continued administration and maintenance of this Agreement, and (b) in connection with Licensor’s business related matters and opportunities. Licensor will not disclose personal information except as permitted by applicable law. Licensor may also share ticketing and other information about Licensee and Licensee’s guest(s) with the NHL, including so that they can conduct analysis to better understand NHL fans and fan engagement across the NHL and its member teams and customize and inform their services, advertising and communications.

11.13. Website Privacy Policy & Terms of Use. Licensee hereby acknowledges and agrees to the privacy policies and terms of use agreements set forth on the websites of Licensor, Arena Owner and their respective authorized ticketing agents and service providers.

11.14. Joint and Several Liability. If the named Licensee herein is composed of more than one person or is a partnership or joint venture, the respective individuals, partners or joint venturers shall be jointly and severally liable hereunder, whether or not the individuals, partners or joint venturers are signatories to this Agreement.

11.15. Attorney’s Fees. In any proceedings to interpret, enforce or terminate this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees as determined by the court.